STOCKHOLDERS’ EQUITY | 15. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 25,000,000 0.001 Series A Preferred Stock As of September 30, 2023 and December 31, 2022, the Company had no Series B Preferred Stock As of September 30, 2023 and December 31, 2022, the Company had no Series C Preferred Stock On May 20, 2021, the Company filed with the Secretary of State of the State of Florida a Certificate of Designation of Preferences, Rights and Limitations of Series C Stock designating 10,000,000 shares as Series C Preferred Stock (the “Series C Stock”). The Series C Stock ranks senior and prior to all other classes or series of the Company’s preferred stock and common stock. The holder may, at any time after the 6-month anniversary of the issuance of the shares of Series C Preferred Stock, convert such shares into common stock at a conversion rate of $1,152.00 per share. In addition, the Company may, at any time after the issuance of the shares, convert any or all of the outstanding shares of Series C Preferred Stock at a conversion rate of $1,152.00 per share. Each share of Series C Stock entitles the holder to 1.5625 votes for each share of Series C Stock. The consent of the holders of at least two-thirds of the shares of Series C Stock is required for the amendment to any of the terms of the Series C Stock, to create any additional class of stock unless the stock ranks junior to the Series C Stock, to make any distribution or dividend on any securities ranking junior to the Series C Stock, to merge or sell all or substantially all of the assets of the Company or acquire another business or effectuate any liquidation of the Company. Cumulative dividends accrue on each share of Series C Stock at the rate of 8% per annum of the stated value of $1.00 per share and are payable in arrears quarterly commencing 90 days from issuance. The dividend shall be payable in shares of common stock (a “PIK Dividend”) and are be due and payable on the date on which such PIK Dividend was declared. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series C Stock are entitled to $1.00 per share plus all accrued and unpaid dividends. No distribution may be made to holders of shares of capital stock ranking junior to the Series C Stock upon a liquidation until Series C stockholders receive their liquidation preference. The holders of 66 2/3% of the then outstanding shares of Series C Stock, may elect to deem a merger, reorganization or consolidation of the Company into or with another corporation, not affiliated with said majority, or other similar transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of in exchange for property, rights or securities distributed to holders thereof by the acquiring person, firm or other entity, or the sale of all or substantially all of the assets of the Company. On January 24, 2022, the Company issued 34 39,500 On July 29, 2022, the Company issued 69 79,000 As of September 30, 2023 and December 31, 2022, the Company had 9,281,809 For the three months and nine ended September 30, 2023, the Company declared cumulative dividends totaling $ 185,637 556,910 Common Stock The Company is authorized to issue 500,000,000 0.001 1,490,071 163,596 Reverse Stock Splits On October 4, 2022, the Board and shareholders approved the granting of authority to the Board to amend the Company’s articles of incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock, by a ratio of no less than 1-for-2 and no more than 1-for-30, with the exact ratio to be determined by the Board in its sole discretion, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion. On December 9, 2022, the Board effected a 1-for-30 reverse stock split in connection with the Company’s continued listing of its common stock on Nasdaq. On June 23, 2023, the Board and shareholders approved the granting of authority to the Board to amend the Company’s articles of incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock, by a ratio of no less than 1-for-2 and no more than 1-for-20, with the exact ratio to be determined by the Board in its sole discretion, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion. On September 7, 2023, the Board effected a 1-for-20 PIPE Offering and Related Waiver On January 25, 2023, the Company consummated a private placement (the “PIPE Offering”) pursuant to the terms of the Securities Purchase Agreement dated as of January 25, 2023 (the “2023 SPA”) that it entered into with institutional investors, in which the Company issued (i) 5,000 66,372 116,151 61,372 45.20 In connection with the PIPE Offering, the Company entered into a Waiver (the “Waiver”) with L1 Capital Global Opportunities Master Fund (“L1”) waiving certain provisions of the Securities Purchase Agreement, dated as of September 14, 2021 (the “2021 SPA”), by and between it and L1. Pursuant to the terms of the Waiver, L1 waived certain provisions of the 2021 SPA and in consideration thereof, the Company (i) issued 7,500 50,000 Pursuant to the 2023 SPA, the Company is obligated to hold a special stockholders’ meeting no later than 60 days following the date of the Purchase Agreement to solicit the approval of the issuance of the shares, Warrants and the shares of common stock underlying the Warrants in compliance with the rules of The Nasdaq Stock Market LLC (without regard to any limitations on exercise set forth in the Warrants or the Pre-Funded Warrants. On March 27, 2023, the Company held a special meeting of stockholders and the stockholders approved the PIPE Offering. In connection with the PIPE Offering, the Company entered into a Registration Rights Agreement with the Purchasers, dated January 25, 2023 (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall file a registration statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC. The Registration Statement was filed and declared effective by the SEC on February 9, 2023. Registered Offering On September 7, 2023, the Company sold an aggregate 946,000 3.00 54,000 2.999 0.001 3.00 0.001 3 Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 150,000 150,000 150,000 The Underwriting Agreement contains customary representations and warranties by the Company, conditions to closing, indemnification obligations of the Company and the underwriters, “lock-up” agreements where the Company and each officers, directors and 5% shareholders of the Company have agreed with the Underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of the Company’s Common Stock or securities convertible into Common Stock for a period of 90 days from the commencement of sale under the final prospectus relating to the Offering. Common Stock Issued in Exchange for Consulting, Professional and Other Services During the three and nine months ended September 30, 2023, the Company issued 0 1,167 0 31,968 During the three and nine months ended September 30, 2022, the Company issued 100 297 21,254 116,736 Common Stock Issued in Connection with the Conversion of Convertible Note Principal and Accrued Interest During the three and nine months ended September 30, 2022, the Company issued 3,704 14,688 1,200,000 5,775,000 Common Stock Issued in Connection with Series C Stock Dividends During the three and nine months ended September 30, 2022, the Company issued 765 1,352 187,216 833,739 Stock Purchase Warrants Stock purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity The following table reflects all outstanding and exercisable warrants at September 30, 2023 and December 31, 2022. All warrants are exercisable for a period of three to five years from the date of issuance: Schedule of stock purchase warrants Number of Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Yrs.) Balance January 1, 2022 7,079 $ 2,640.00 1.75 Warrants issued 214,018 64.00 Warrants exercised (13,953 ) – Warrants forfeited (285 ) – December 31, 2022 206,859 $ 145.80 4.89 Warrants issued 2,544,647 $ 6.23 Warrants exercised (442,794 ) – Warrants forfeited – – Balance September 30, 2023 2,308,712 $ 11.09 4.95 On January 31, 2023, in connection with the PIPE Offering described above, the Company issued 66,372 116,151 45.20 0.85 The Purchase Warrants were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the issuance ($ 43.00 0 176.6 3.6 1,387,429 On January 31, 2023, the Company also issued 7,500 13,125 43.00 0 176.6 3.6 1 350,039 On September 7, 2023, in connection with the Registered Offering described above, the Company issued 1,150,000 1,150,000 The Purchase Warrants were valued using the Black-Scholes option pricing model with the following average assumptions: the Company’s stock price on the date of the issuance ($2.22), an expected dividend yield of 0%, a historical volatility of 184.4%, a risk-free interest rate of 4.41%, and an expected term of one year. The Purchase Warrants were allocated a relative fair value of $1,375,248. During the nine months ended September 30, 2023, the Company issued 117,139 117,139 12,363 During the nine months ended September 30, 2023, the Company also issued 257,169 325,655 As of September 30, 2023, the outstanding stock purchase warrants had an aggregate intrinsic value of $ 0 Stock Options The following table represents all outstanding and exercisable stock options as of September 30, 2023: Schedule of stock options Year Issued Options Options Options Vested Weighted Average Exercise Price Weighted Average Remaining Life (Yrs.) 2013 403 (361 ) 42 42 $ 4,608.00 0.21 2018 3 (3 ) – – – – 2021 348 – 348 232 $ 1,788.00 2.83 Total 754 (364 ) 390 274 $ 2,098.92 2.54 During the three and nine months ended September 30, 2023, the Company recorded $ 28,734 118,377 88,709 226,091 As of September 30, 2023, the total unrecognized cost of stock-based compensation related to stock options was $ 68,574 0.84 As of September 30, 2023, the outstanding stock options had an aggregate intrinsic value of $ 0 |